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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 60

Power of Commission to declare acquisition of shares or other conduct to be unacceptable.
60. (1) The Commission may, within 14 days after an acquisition of shares in a
company, by instrument in writing, declare that acquisition of shares to have
been an unacceptable acquisition and, where such a declaration is made, the
person who acquired those shares shall be deemed, for the purposes only of
section 45, to have acquired those shares in contravention of section 11.

(2) Where an application is made to the Court under section 45 in relation to
an acquisition of shares that has been declared by the Commission pursuant to
sub-section (1) to have been an unacceptable acquisition of shares, the Court
may, instead of making any of the orders referred to in section 45, declare
that the acquisition of shares was not an unacceptable acquisition of shares
and where the Court so declares, the declaration of the Commission has no
further effect.

(3) Where a Part A statement has been served in respect of shares in a
company, the Commission may, within 14 days after particular conduct has been
engaged in by a specified person in relation to shares in, or the affairs of,
the target company during the period commencing when the statement was served
and ending at the expiration of 28 days after the day on which the statement
was served or, if take-over offers are dispatched pursuant to the statement
within those 28 days, at the expiration of the period during which the
take-over offers remain open, by instrument in writing, declare that conduct
to have been unacceptable conduct.

(4) Where a take-over announcement has been made in respect of shares in a
company, the Commission may, within 14 days after particular conduct has been
engaged in by a specified person in relation to shares in, or the affairs of,
the target company during the period commencing when the take-over
announcement was made and ending at the expiration of the period during which
the offers constituted by the take-over announcement remain open, by
instrument in writing, declare that conduct to have been unacceptable conduct.

(5) Where, pursuant to sub-section (3) or (4), the Commission declares conduct
that has been engaged in by a person to have been unacceptable conduct, the
Court may, on the application of the Commission, make-

   (a)  any order that it thinks necessary or expedient to protect the rights
        of any person affected by the conduct or to ensure, as far as
        possible, that the relevant take-over scheme or take-over announcement
        proceeds as if that conduct had not taken place;

   (b)  without limiting the generality of paragraph (a), any one or more
        orders of the kinds referred to in paragraphs 47 (1) (a), (c), (d),
        (e), (f), (g) and (h); and

   (c)  for the purpose of securing compliance with any order made pursuant to
        paragraph (a) or (b), an order directing a person to do or refrain
        from doing a specified act, or, instead of making any order, the Court
        may declare that the conduct concerned was not unacceptable conduct,
        and, where the Court so declares, the declaration of the Commission
        has no further effect.

(6) Where the Commission makes a declaration under sub-section (1), (3) or (4)
in relation to an acquisition of shares by, or in relation to conduct engaged
in by, a person, the Court may, on the application of that person, declare
that the acquisition of shares, or the conduct, as the case may be, was not an
unacceptable acquisition of shares or was not unacceptable conduct, as the
case may be, and, where the Court so declares, the declaration of the
Commission has not further effect.

(7) The Commission shall not make a declaration under sub-section (1), (3) or
(4) unless it is satisfied that the acquisition of shares to which the
declaration relates occurred in circumstances where, or that as a result of
the conduct to which the declaration relates-

   (a)  the shareholders and directors of a company did not know the identity
        of a person who proposed to acquire a substantial interest in the
        company;

   (b)  the shareholders and directors of a company did not have a reasonable
        time in which to consider a proposal under which a person would
        acquire a substantial interest in the company;

   (c)  the shareholders and directors of a company were not supplied with
        sufficient information to enable them to assess the merits of a
        proposal under which a person would acquire a substantial interest in
        the company; or

   (d)  the shareholders of a company did not all have equal opportunities to
        participate in any benefits accruing to shareholders under a proposal
        under which a person would acquire a substantial interest in the
        company.

(8) Where the Commission makes a declaration under this section, the
Commission shall as soon as practicable-

   (a)  cause a copy of the instrument of declaration to be given to, or
        served on, any person to whom the declaration relates; and

   (b)  cause a copy of that instrument to be published in the Gazette. 


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